SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Tortoise Energy Independence Fund, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

89148K200

(CUSIP Number)

Aristides Capital LLC

25 S. Huron St., Suite 2A

Toledo, Ohio 43604

Attention: Christopher M. Brown

(419) 708-9773

With copies to

Adam Finerman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 29, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 89148K200

	1	NAME OF REPORTING PERSON
			ARISTIDES CAPITAL LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE, USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					304,131
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					304,131
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			304,131
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			16.5%
	14	TYPE OF REPORTING PERSON
			OO

2

CUSIP No. 89148K200

	1	NAME OF REPORTING PERSON
			CHRISTOPHER M. BROWN
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					304,131
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					304,131
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			304,131
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			16.5%
	14	TYPE OF REPORTING PERSON
			IN

3

CUSIP No. 89148K200

	1	NAME OF REPORTING PERSON
			ARISTIDES FUND LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE, USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					184,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					184,000
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			184,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			10.0%
	14	TYPE OF REPORTING PERSON
			PN

4

CUSIP No. 89148K200

	1	NAME OF REPORTING PERSON
			ARISTIDES FUND QP, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE, USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					120,131
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					120,131
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			120,131
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.5%
	14	TYPE OF REPORTING PERSON
			PN

5

CUSIP No. 89148K200

The following constitutes Amendment No. 2 to the Schedule 13D by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 29, 2021, the Reporting Persons filed a preliminary proxy statement with the Securities and Exchange Commission seeking to oppose the Issuer’s proposal to approve the proposed merger (the “Merger”) between the Issuer and Tortoise Pipeline & Energy Fund, Inc. (“TTP”) at the Issuer’s Special Meeting of Stockholders scheduled to be held on April 7, 2021 (the “Special Meeting”).

The Reporting Persons believe the Merger is ill-advised and not in the best interests of the Issuer’s stockholders. In the Reporting Persons’ view, the Issuer’s NAV discount reflects the market’s accurate view of management’s poor track record and its discounting of the Issuer’s expected future underperformance. Additionally, the Reporting Persons believe that the Issuer’s current management is incapable of closing this gap by changing its investment strategy. The Reporting Persons believe that the best way to close the discount to NAV and recover maximum value for stockholders is for the Issuer to liquidate its assets and return the entirety of its capital to stockholders.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

On March 31, 2021, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies to oppose the Issuer’s proposal to approve the Merger of the Issuer with and into TTP at the Special Meeting (the “Solicitation”), and (c) Aristides Capital agreed to bear all expenses incurred in connection with the Solicitation. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit.

99.1 Joint Filing and Solicitation Agreement as required by Rule 13d-1(k)(1) under the Act.

6

CUSIP No. 89148K200

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 31, 2021

Christopher M. Brown

Aristides Capital LLC

Aristides Fund LP

Aristides Fund QP, LP

/s/ Christopher M. Brown

Christopher M. Brown, for himself and as the Managing Member of the General Partner (for itself and on behalf of each of the Funds)

7

EX-99.1

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the funds and accounts managed by Aristides Capital LLC (“Aristides Capital”) are stockholders, direct or beneficial, of Tortoise Energy Independence Fund, Inc., a Maryland corporation (the “Company”);

WHEREAS, Aristides Capital, Aristides Fund LP, Aristides Fund QP, LP and Christopher M. Brown (collectively, “Aristides”) wish to form a group for the purpose of opposing the Company’s proposal to approve the proposed merger (the “Merger”) between the Company and Tortoise Pipeline & Energy Fund, Inc. (“TTP”) at the Company’s Special Meeting of Stockholders scheduled to be held on April 7, 2021 (the “Special Meeting”) and for soliciting stockholder support for any proposal submitted by any member of the Group (as defined below) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 31^st day of March 2021 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction. For purposes of this agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

3.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies to oppose the Company’s proposal to approve the Merger and any proposal submitted by any member of the Group to stockholders for their approval, each at the Special Meeting, (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing.

4.       Aristides shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5.       Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be as directed by Aristides.

6.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this agreement.

7.       This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8.       This agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

9.       Any party hereto may terminate his/its obligations under this agreement on 24 hours’ written notice to all other parties, with a copy by e-mail to Adam W. Finerman of Olshan at afinerman@olshanlaw.com.

10.       Each party acknowledges that Olshan shall act as counsel for both the Group and Aristides relating to their investment in the Company.

11.       Each of the undersigned parties hereby agrees that this agreement may be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

2

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

Dated: March 31, 2021

Christopher M. Brown

Aristides Capital LLC

Aristides Fund LP

Aristides Fund QP, LP

/s/ Christopher M. Brown

Christopher M. Brown, for himself and as the Managing Member of Aristides Capital LLC (for itself and on behalf of each of Aristides Fund LP and Aristides Fund QP, LP)